As filed with the Securities and Exchange Commission on February 15, 2023 | ||
UNITED STATES SECURITIES AND EXCHANGE COMMISSION | ||
Washington, D.C. 20549 | ||
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FORM S‑8 | ||
REGISTRATION STATEMENT | ||
UNDER THE SECURITIES ACT OF 1933 | ||
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WOODWARD, INC. | ||
(Exact name of Registrant as specified in its charter) | ||
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Delaware |
| 36-1984010 |
(State or other jurisdiction of |
| (I.R.S. Employer |
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1081 Woodward Way, Fort Collins, Colorado |
| 80524 |
(Address of principal executive offices) |
| (Zip code) |
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Amended and Restated Woodward, Inc. 2017 Omnibus Incentive Plan | ||
(Full title of the plan) | ||
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Charles P. Blankenship, Jr. Chairman of the Board, Chief Executive Officer and President Woodward, Inc. 1081 Woodward Way Fort Collins, Colorado 80524 (970) 482-5811 |
| Mark D. Hartman Chief Financial Officer Woodward, Inc. 1081 Woodward Way Fort Collins, Colorado 80524 (970) 482-5811 |
(Names, address and telephone number, including area code, of agents for service) | ||
| Copies to: |
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A. Christopher Fawzy Corporate Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary Woodward, Inc. 1081 Woodward Way Fort Collins, Colorado 80524 (970) 482-5811 |
| Lisa L. Stimmell Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 (650) 493-9300 |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: | ||
Large accelerated filer ☒ | Accelerated filer ☐ | |
Non-accelerated filer ☐ (Do not check if a smaller reporting company | Smaller reporting company ☐ | |
| Emerging growth company ☐ | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ | ||
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in this Part I will be delivered to the participants in the Amended and Restated Woodward, Inc. 2017 Omnibus Incentive Plan covered by this registration statement as required by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the introductory note to Part I of Form S-8, such documents are not required to be filed with the Securities and Exchange Commission (the “Commission”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference. |
Woodward, Inc. (the “Registrant”) hereby incorporates by reference into this registration statement the following documents previously filed with the Commission:
All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the respective dates of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this registration statement.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 4. | Description of Securities. |
Not applicable.
Item 5. | Interests of Named Experts and Counsel. |
Not applicable.
Item 6. | Indemnification of Directors and Officers. |
The Company is incorporated in the State of Delaware. Under Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”), a Delaware corporation has the power, under specified circumstances, to indemnify its directors, officers, employees and agents in connection with actions, suits or proceedings brought against them by a third party or in the right of the corporation, by reason of the fact that they were or are such directors, officers, employees or agents, against expenses and liabilities incurred in any such action, suit or proceedings so long as they acted in good faith and in a manner that they reasonably believed to be in, or not opposed to, the best interests of such corporation, and with respect to any criminal action if they had no reasonable cause to believe their conduct was unlawful.
Article IX of the Company’s bylaws requires the Company to indemnify its directors and officers in the following manner:
Additionally, the Company has acquired directors and officers insurance which includes coverage for liability under the federal securities laws.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director provided that such provision may not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. The Company’s certificate of incorporation contains such a provision.
The above discussion of the Company’s certificate of incorporation, bylaws, transitional compensation agreements and Sections 102(b)(7) and 145 of the DGCL is not intended to be exhaustive and is qualified in its entirety by such certificate of incorporation, bylaws and statutes.
Item 7. | Exemption from Registration Claimed. |
Not applicable.
Item 8. | Exhibits. | ||
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Exhibit Number |
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Description of Exhibit | |
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4.2 |
| Specimen Certificate (incorporated by reference from the Company’s Form A-2 (File No. 2-4446) filed with the Commission on June 28, 1940) | |
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5.1* |
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23.1* |
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23.2* |
| Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1). | |
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24.1* |
| Power of Attorney (included on the signature page of this registration statement). | |
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99.1 |
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107* |
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* | Filed herewith. |
Item 9. | Undertakings. |
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Collins, State of Colorado, on February 13, 2023.
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WOODWARD, INC.
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By: |
| /s/ Charles P. Blankenship, Jr. |
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| Charles P. Blankenship, Jr. |
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| Chief Executive Officer and President |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Mark D. Hartman and A. Christopher Fawzy and each of them, as his or her true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying, and conforming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
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/s/ Charles P. Blankenship, Jr. |
| Chairman of the Board, Chief Executive Officer and President |
| February 13, 2023 |
Charles P. Blankenship, Jr. |
| (Principal Executive Officer) |
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/s/ Mark D. Hartman |
| Chief Financial Officer |
| February 13, 2023 |
Mark D. Hartman |
| (Principal Financial and Accounting Officer) |
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/s/ Rajeev Bhalla |
| Director |
| February 11, 2023 |
Rajeev Bhalla |
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/s/ John D. Cohn |
| Director |
| February 14, 2023 |
John D. Cohn |
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/s/ Eileen P. Drake |
| Director |
| February 13, 2023 |
Eileen P. Drake |
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/s/ David P. Hess |
| Director |
| February 13, 2023 |
David P. Hess |
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/s/ Daniel G. Korte |
| Director |
| February 10, 2023 |
Daniel G. Korte |
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/s/ Ronald M. Sega |
| Director |
| February 13, 2023 |
Ronald M. Sega |
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/s/ Gregg C. Sengstack |
| Director |
| February 11, 2023 |
Gregg C. Sengstack |
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